Settlement Shares Sample Clauses

Settlement Shares. Subject to the provisions under “Acceleration Events” and “Termination Settlement” below, with respect to any Settlement Date, a number of Shares, not to exceed the Base Shares, designated as such by Party B in the related Settlement Notice; provided that, on the Maturity Date, the number of Settlement Shares shall be equal to the Base Shares on such date; provided further that if a Settlement Date has been specified for a number of Shares equal to the Base Shares on or prior to the Maturity Date and such Settlement Date has been deferred as described above until a date later than the original Maturity Date, the number of Settlement Shares on the original Maturity Date shall be zero.

Settlement Shares. With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

Settlement Shares. Once issued in accordance with the terms of this Agreement, the Settlement Shares shall be duly authorized, validly issued, fully paid and non-assessable shares of the Company’s Common Stock.

Settlement Shares. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the execution by CCI and Company of the Stipulation and Order of Dismissal (as defined below) subject to paragraph 7 herein, Company shall issue and deliver to CCI shares of its Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to CCI, in one or more tranches as necessary subject to paragraph 3(e) and (f) herein, shares of Common Stock (the “Initial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty two and one half percent (42.5%) discount to market (the total amount of the claims divided by the purchase price) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the Settlement Shares”). The Company shall also issue to CCI, on the issuance date(s), Sixty Million Two Hundred Thousand (60,200,000) freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a Settlement Fee to offset, legal fees and costs incurred by CCI in this matter. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) take all reasonable action to cooperate with CCI in CCI's causing CCI's legal counsel to issue an opinion to Company's transfer agent, in form and substance reasonably acceptable to CCI and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and additional issuance and shares issued as a Settlement Fee are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by CCI without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (iii) issue and deliver to CCI Settlement Shares and Settlement Fee shares in one or more tranches as necessary, as Direct Registration Systems (DRS) shares to CCI’s account with the Depository Transfer Company (DTC) or through the Fast Automated Securities Transfer (FAST) program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restrictions on transf...

Settlement Shares. The Bona Fide Offer shall specify the name and background of the third party, the number of Settlement Shares subject to the Bona Fide Offer, the amount to be paid for the Settlement Shares and the terms of payment, and all other material conditions of such offer. Upon receipt of a Bona Fide Offer, such Releasee shall promptly offer in writing (hereinafter referred to as the "Reoffer") to sell such Settlement Shares to Warner or to a third party acceptable to Warner (the "Selected Purchaser"), upon the same terms and conditions contained in the Bona Fide Offer. The Reoffer may be accepted by Warner or the Selected Purchaser at any time within fifteen (15) business days next following its receipt and shall expire on the close of business on such 15th business day. Acceptance of a Reoffer must be made unconditionally by notice to such Releasee prior to its expiration, which notice shall set forth a time and place for closing no earlier than the day after the expiration date of the Reoffer and no later than thirty (30) days thereafter. Upon the expiration of the Reoffer, such Releasee shall be free to accept the Bona Fide Offer provided that the third party offeror agrees to hold such Settlement Shares subject to all terms, conditions and restrictions of this Agreement. Any Bona Fide Offer shall be deemed to have expired ninety (90) days after it was made unless accepted in accordance with its original terms and may not thereafter be accepted. If the amount of a Bona Fide Offer should be reduced, or if any of its terms or provisions should be changed, then it shall be treated as a new Bona Fide Offer and may not be accepted unless the provisions of this subsection shall have been complied with and a Reoffer made with respect to it.

Settlement Shares. With respect to any Settlement Date other than the Maturity Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated as such by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below, as applicable; and

Settlement Shares. With respect to any Settlement Date other than the Maturity Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time; and (b) with respect to the Settlement Date on the Maturity Date, a number of Shares equal to the Number of Shares at that time; in each case with the Number of Shares determined taking into account pending Settlement Shares.

Settlement Shares. For any Settlement Date of a Transaction, subject to the provisions under “Acceleration Events” and “Termination Settlement” below, the number of Shares so designated by Party B in the applicable Settlement Notice, provided such number of Shares shall not exceed the number of Base Shares for such Transaction immediately before the open of business on such Settlement Date, less the number of Shares previously designated as Settlement Shares for such Transaction for which a Settlement Date has not yet occurred; provided that, on the Maturity Date for any Transaction, the number of Settlement Shares for such Transaction shall be equal to the number of Base Shares for such Transaction immediately before the open of business on such Maturity Date, less the number of Shares previously designated as Settlement Shares for such Transaction for which a Settlement Date has not yet occurred; provided further that the number of Settlement Shares shall not be less than the lesser of (i) the number of Base Shares for such Transaction immediately before the open of business on such Settlement Date, less the number of Shares previously designated as Settlement Shares for such Transaction for which a Settlement Date has not yet occurred; and (ii) 1,000 Shares.

Settlement Shares. With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall, in the case of a designation by Counterparty, (i) not exceed the Number of Shares at that time and (ii) be at least equal to the lesser of [ ] and the Number of Shares at that time, in each case, with the Number of Shares determined taking into account pending Settlement Shares; and (b) with respect to the Settlement Date on the Final Date, a number of Shares equal to the Number of Shares at that time, with the Number of Shares determined taking into account pending Settlement Shares.